- Statement of Ownership (SC 13G)
25 Avril 2012 - 12:09PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2
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(Amendment No. ___)*
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Marlborough Software Development Holdings Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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571038108
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(CUSIP Number)
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April 17,
2012
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(Date of Event Which Requires Filing of the Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however,
see
the
Notes
).
Page 1 of 10
Cusip No. 571038108
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13G
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Page 2 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
Michael Self
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
967,119
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
967,119
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,119
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Cusip No. 571038108
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13G
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Page
3 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
Lake Union Capital Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
967,119
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
967,119
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,119
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
IA, OO
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Cusip No. 571038108
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13G
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Page
4 of 10 Pages
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1.
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NAME OF REPORTING PERSONS
Lake Union Capital Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
937,119
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
937,119
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
937,119
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.72%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
PN
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Cusip No. 571038108
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13G
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Page
5 of 10 Pages
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Item 1(a).
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Name of Issuer:
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Marlborough Software Development Holdings, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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500 Nickerson Road
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Marlborough, Massachusetts 01752-4695
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Item 2(a).
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Name of Person Filing:
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Michael Self
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Lake Union Capital Management, LLC
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Lake Union Capital Fund, LP
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Michael Self
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c/o Lake Union Capital Management, LLC
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601 Union Street, Suite 4616
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Seattle, WA 98101
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Lake Union Capital Management, LLC
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601 Union Street, Suite 4616
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Seattle, WA 98101
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Lake Union Capital Fund, LP
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601 Union Street, Suite 4616
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Seattle, WA 98101
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Item 2(c).
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Citizenship:
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Michael Self – United States of America
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Lake Union Capital Management, LLC – Delaware
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Lake Union Capital Fund, LP- Delaware
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 per share
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Item 2(e).
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CUSIP Number:
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571038108
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
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(c)
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o
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
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(d)
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o
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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Cusip No. 571038108
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13G
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Page
6 of 10 Pages
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If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Provide the following information regarding
the aggregate number and percentage of class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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Michael Self – 967,119
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Lake Union Capital Management, LLC– 967,119
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Lake Union Capital Fund, LP– 937,119
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(b)
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Percent of Class:
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Michael Self – 9%
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Lake Union Capital Management, LLC– 9%
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Lake Union Capital Fund, LP– 8.72%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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Michael Self – 0
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Lake Union Capital Management, LLC– 0
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Lake Union Capital Fund, LP– 0
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(ii)
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shared power to vote or to direct the vote:
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Michael Self – 967,119
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Lake Union Capital Management, LLC– 967,119
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Lake Union Capital Fund, LP– 937,119
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(iii)
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sole power to dispose or to direct the disposition of:
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Michael Self – 0
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Lake Union Capital Management, LLC– 0
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Lake Union Capital Fund, LP– 0
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(iv)
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shared power to dispose or to direct the disposition of:
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Michael Self – 967,119
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Lake Union Capital Management, LLC– 967,119
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Lake Union Capital Fund, LP– 937,119
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Cusip No. 571038108
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13G
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Page
7 of 10 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following
o
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N/A
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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N/A
Item 8.
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Identification and Classification of Members of the Group:
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N/A
Item 9.
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Notice of Dissolution of Group:
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N/A
(C) The following certification shall be included
if the statement is filed pursuant §240.13d-1(c)
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect
Cusip No. 571038108
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13G
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Page
8 of 10 Pages
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SIGNATURE
After reasonable
inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this
statement is true, complete and correct.
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April 24, 2012
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(Date)
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/s/ Michael Self
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(Signature)
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Michael Self
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April 24, 2012
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(Date)
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Lake Union Capital Management, LLC
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(Signature)
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By:/s/ Michael Self
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Michael Self
Managing Member
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April 24, 2012
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(Date)
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Lake Union Capital Fund, LP
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(Signature)
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By: Lake Union Capital Management, LLC
General Partner
By: /s/ Michael Self
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Michael Self
Managing Member
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Cusip No. 571038108
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13G
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Page
9 of 10 Pages
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The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Cusip No. 571038108
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13G
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Page
10 of 10 Pages
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AGREEMENT
The undersigned
agree that this Schedule 13G dated April 24, 2012 relating to the Common Stock, par value $0.01 per share of Marlborough Software
Development Holdings Inc. shall be filed on behalf of the undersigned.
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April 24, 2012
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(Date)
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/s/ Michael Self
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(Signature)
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Michael Self
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April 24, 2012
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(Date)
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Lake Union Capital Management, LLC
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(Signature)
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By:/s/ Michael Self
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Michael Self
Managing Member
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April 24, 2012
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(Date)
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Lake Union Capital Fund, LP
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(Signature)
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By: Lake Union Capital Management, LLC
General Partner
By: /s/ Michael Self
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Michael Self
Managing Member
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